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SPA - Purchaser friendly (English)

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-- For purchasers and their advisers --

Sophisticated Dutch law governed SPA in English between a single seller and a single purchaser. The SPA contains purchaser friendly clauses market practice for The Netherlands and is capable of serving your deal no matter its size.

The SPA assumes that all shares in the capital of a Dutch private company with limited liability (besloten vennootschap) are transferred, such company being the single target entity or the holding company of a larger group of entities.

The SPA comes with a purchaser friendly set of warranties and market practice tax indemnities. Warranty coverage can be adjusted per topic as you wish. Various recourse options can be selected, including W&I insurance via Kröller Boom. Click on the (?) icons in the questionnaire for further guidance while generating your SPA.

Terms of this document configurable to your needs include:

  • Details of the parties and the target company or group
  • Economic effect of the transaction
  • Purchase price calculation and mechanics
  • Pre-completion covenants
  • (Conditions for) completion
  • Tax matters
  • Representations and warranties
  • Claims, limitation of liability and recourse
  • Post-completion items
  • Dispute settlement
  • Details of civil-law notary and counsels

Our partner VESPER Attorneys provides validation of this document at a discounted price. Apply after completing the questionnaire for this document. VESPER Attorneys can also further support you in the deal.

HMK civil-law notaries provides seamless assistance for the transfer of shares on the basis of the documentation generated by Specter.

Look at our seller friendly SPA in case you require additional protection for the seller.


While completing the questionnaire remember that:

  • answering questions as complete as possible saves you time and money in finalising the document after generating;
  • not knowing the answer to a question is not a problem. We include placeholders in the generated document so that after its generation you can easily pick up on the outstandings; and
  • clicking the (?) icon next to a question gives you guidance on format, how to interpret that question and how to answer.